Poisoned
by Agni xx
Summary: Set shortly after SOF. After escaping from Itex and getting to lay low for a week or two, the Erasers are back and brandishing a new weapon. Avian poison. [eventually Fax][Rated T for later chapters] [CHAPTER FOUR FINALLY UP!]
1. Chapter one

**A/N: Hey everyone! This is my first Max Ride fic, so go easy on me. It kinda just..came to me while I was in the car one day so I just started writing. I ended up finishing the first chapter and then finally figured out a plot. Plot developement starts next chapter though! And speaking of which, I'm half-way through Chapter two, so it should be up sometime later this week. **

**Please R & R!**

**_Disclaimer:_ I don't own Maximum Ride or the characters, I just own the plot and SOF in hardcover. Maximum Ride belongs to JP. Not mine, never will be. **

**Oh, some clarification btw. **

**This is written in Max's P.O.V**

_Thoughts are in Italics. _

_**the Voice speaks in bold, italics. **_

* * *

The pre-dawn air was still, eeriely so, and that alone was enough to cause me to be on guard. From my rather cozy spot on the ground, my eyes flickered this way and that. I was tense, all senses alert; watching for anything that could possibly be a threat to my flock, who were sound asleep and within my line of view. Every so often, an unexpected noise would cause my head to snap up and automatically do a 360 sweep of the area before the rational part of my mind takes over. Yes, I'm paranoid. Extremely so, and with good reason. It was my responsiblity as leader to protect the flock. 

Meet the flock; a group of six mutant bird kids, with _wings._ There's me, Max. I'm fourteen, and the leader of our little "family." Then there's Fang, second-in-command, as well as my best friend. He's fourteen as well, though four months younger than me. Iggy is the third oldest, fourteen but six months younger; he's blind, but the best dang cook I know. He and his best friend, the Gasman, have a knack for building explosives, and getting in trouble. Gazzy, he's eight; he and Angel are the only true siblings in our flock. Nudge is eleven and she's never quiet, except when she's sleeping.

Angel is only six, but she's already over four feet tall; as we all are lean and taller than most people our ages. Lately her powers have been growing, at first she could just read minds; but in the past few weeks she began to gain other skills as well. Maybe it was something the whitecoats did to her when they captured her; but now she has been able to control people, with her mind; and we just recently discovered she can breathe underwater, and even talk to fish.

During our little escapade at the Institute in New York, Angel had found Total, a mutant talking dog, and thanks to Fang, he's now one of the flock as well.

Fang.

I still had some thinking to do about him. Ever since catching him with the Red-haired Wonder, my actions after that and a little unwanted advice from the Voice; I couldn't help questioning my feelings for him. I mean, I couldn't actually – _like_ Fang, could I?

He's like a brother to me. . . He's also my best friend.

Sighing, I dropped my head into my hands and began to massage my temples lightly, I could already feel the headache coming on, just a regular headache, but painful none the less.

"You okay?" I looked up, startled, than made out Fang's dark form standing over me, a soft look of concern in his dark eyes.

I needed Fang. I don't know what I'd do if something happened to him. He is always there for me, ready to catch me if I fall – _literally. _I depended on him. And besides, he was the one researching an island we could all escape to.

I smiled at this thought and brought my gaze to meet his. The quick flash of relief in his eyes almost made my face flush. _Almost. _

"Yeah." I breathed out, releasing another soft sigh. He sat down beside me, his gaze distant, and a comfortable silence stretched between us.

It was barely dawn, and I had relieved Iggy from watch nearly two hours ago, and since then I was tense and alert, begging whatever powers in the sky above that my flock would be able to rest _one night _without having to fight for our lives, for once. And it had actually been a peaceful night, without Erasers crashing in on us.

Lost? Okay, I'll give you a brief glance at our lives; the six of us had escaped the dreaded School four years ago, when a man named Jeb had snatched us away from there and taken us to a secluded mountain home in Colorado. The School, located in _Death Valley_ California, no less; is a lab, run by twisted, genetic scientists who grafted Avian DNA into us when we were only babies. As the story goes, we now have wings and are discovering new talents as the weeks pass by. And up until six months or so ago we had lived peacefully, without a threat of death around every corner. Call us paranoid, but wouldn't _you _be paranoid if there was a chance any person around could suddenly morph into an Eraser at any given time? Think so.

Well, I won't bore you with the small details but to cut a long story short; Angel was captured by the Erasers; ugly, wolf-like creatures who are out for our blood, and taken back to the School. We rescued her and found the Institute in New York City. There we printed out a bunch of pages of info on our parents. Two weeks later, Fang was injured by Ari, who had _come back from the dead_, and to our horror, had wings retrofitted onto his back. Anyways, we ended up at Anne's house somewhere in Washington D.C. Iggy had found his parents but it turns out they weren't what they seemed, some other stuff happened and I ended up in an isolation tank in a company called Itex, while a Max clone took my place within the flock. After kicking major butt we were back on the run, _again. _

I released a breath I hadn't realized I was holding and caught Fang giving me a sideways glance. His dark eyes seemed to hold the question, what's on your mind? I parted my lips to answer him, but he beat me to it.

"Thinkin'?" He asked softly, voice quiet as always.

"Yeah." I answered, elaborating before he could ask me to: "about well… everything that's been happening lately." I could feel his eyes shift to my left wrist, hesitantly before catching my eye.

With a knowing glance I shook my head softly and offered him a smile. His eyes lit slightly, then flickered back to their normal shade; dark, impassive.

My face felt warmer suddenly, but I blamed it on the now rising sun, peeking its radiant head through the darkened sky. Stifling a yawn, I shifted my current position and turned to Fang. "The others up yet?" I asked softly.

His eyes flickered to me then back towards the morning sky. "Not yet, we should wake them."

At my nod we both rose to our feet and began to rouse the others.

Heading towards where Nudge and Angel were curled around Total, I leaned down, placed a hand gently on their shoulders and shook them softly. "Up and at 'em" I murmured, before turning away to help Fang wake the Gasman.

"What time is it?" Iggy muttered and shifted into a sitting position.

"Time to get up" I answered, shaking Gazzy awake. Yawning loudly, the eight year old rolled over and covered his head with his hands protectively. I rolled my eyes and nudged him with my shoe.

"When's breakfast?" he mouthed, eyes still closed. I turned to Iggy, who he was already feeding sticks to a small fire he had started. Grinning, I did a quick sweep of the area and was relieved to see the flock awake and rising, and not an eraser in sight.

A shadow shifted overhead and a soft groan escaped my lips. _Spoke to soon. _Looking up I noticed Ari staring down at me with an unholy grin, waving one lethal half-morphed Eraser paw. My eyes darted around to find Fang, already unfurling his wings and ready to leap. Silently, I signed to the others and began untucking my own wings.

"U and A?" I heard a voice behind me call softly. Nudge. I barely nodded and added "count of one" under my breath. In a rush, six mutant bird kids shot into the air and scattered as the Erasers following Ari had decided it was time to play tag. _A deadly, life-threatening game of tag. _I thought bitterly.

Out of the corner of my eye, I noticed Angel, Nudge and Gazzy taking hits on an Eraser bigger than the three of them combined, they were fast and nimble, and this Eraser seemed to be one of the lesser winged variety. The ones that couldn't fly. He was unsteady and kept dropping each time one of the three landed a blow.

_**Pay attention, Maximum.**_

I winced as a heavy clawed paw cuffed my shoulder. Spinning around in seconds I was face to face with an ugly lupine-hybrid, grinning at me through crooked, yellow canines. With barely any effort I sent a series of quick kicks into the Eraser's chest. I heard him choke back a cry and veered away as he lunged at me. His aim was off but he made do and snatched my arm in his own. His weight threw me off guard and he managed to hit me squarely in the jaw with an upper cut, making my head snap back uncomfortably.

Clenching my teeth I turned on him and landed a roundhouse kick right below his collar bone. While he was stunned I planted another blow to his chest before aiming to take out his wing. Hitting my target, the Eraser's wings crumpled and he fell to the ground. Without hesitation I banked and headed back to help Iggy.

Or I would have if something didn't intercept me on the way there. I glared at the beast in front of me, and ducked quickly as Ari's fist shot for my face. Doing a quick 180 I swung my leg out hard and grinned at the satisfactory _crack_ that resonated from the would-be seven-year old's ribs. He cringed, but didn't hesitate, launching himself at me again.

"You're mine max! For the past four years you've had luck on your side, but now your luck's run out." He snarled and raked his claws painfully down my left arm. Biting back a scream of fury, I punched and kicked at him blindly, hate and adrenaline fueling my fight. I had run out of pity for the kid; I had felt sorry for him, at one point. But after what he did to Fang – _twice,_ and his constant never-ending hunt to kill me, I had nothing left to feel for him but hatred and rage. Kind of like how Jeb made me feel, ever since he had betrayed us.

As usual bringing up Jeb caused all sorts of emotions to pull at me in every direction, until I felt like I wasn't going to stretch any further. My anger now taking over, I couldn't help but taunt the wolf-like creature in front of me. "So Ari, what's it like? Being as unstable as a flying cow and all? I bet your father is happy to see you failed to capture me – no kill me, _again._"

Ari's face contorted in rage and his hairy fists clenched until I think I saw his knuckles turn white. Seeing his expression made me want to laugh. And I did. "You look pathetic" I crowed, striking at his chest again with an uppercut. "I bet you're father would _love_ to see you now; watching you lose to _me."_ With an added emphasis on my last word I came up behind him, watching for a moment how hard he had to flap his wings in order to stay afloat. With a grin I grabbed one wingtip firmly with my right hand and _pulled. Hard. _Dropping like a rock no sooner than I released him, Ari began to flap his massive wings frantically and his hands shot out like pistons, taking my legs in a iron-grip; so as he fell, I fell with him.

"Fang!" I heard Nudge's voice call out sharply, and looked up in time to see her pointing at me, while staring in horror. Seconds later I caught sight of Fang's dark wings and saw him speeding towards us. I noticed Iggy and Gazzy making their way over as well. Swallowing hard I chanced a look down, only to see the ground rushing up at me in an indiscernible blur of colors. Struggling against the Eraser's steel grasp, I kicked at him furiously.

Moments ticked by like hours and relief washed over me as Fang flew by, diving and throwing himself roughly at Ari with a murderous glint in his cold eyes. I cringed, hearing the contact and suddenly felt a thousand pounds lighter. The only thing was – _I was still falling. _

Drawing in a sharp breath, I pushed downward, then upwards and downwards again, my wings had finally caught an updraft and lifted me just as my feet and knees came in forceful contact with the tip of a fir. Biting back a gasp I slowly began the ascent, Fang now rising at my side. I caught his eye and gave him a grateful smile. _Note to self: thank him later. _I thought sensing we were still not alone. And I was right.

Nudge had gone to help Iggy, while Angel and the Gasman were teaming up on one of the newer Erasers, the ones who could actually fly and fight at the same time. With a brief nod to Fang I veered off to lend a hand to Angel and Gazzy while Fang darted off to help the others.

Many traded blows and some bruises later, we had taken down the last of the Erasers. Giving everyone a once-over I was relieved to see no one looked injured. "Report!" I called, just to make sure.

"I'm good" Iggy murmured.

"Fine here!" Nudge called, thankfully her response was short.

"Good to go" Fang called, looking to Angel. I followed his gaze and she nodded.

"Gazzy?" I asked, noting that he hadn't responded.

"Nothing hurts but…" he trailed off and I waited for him to continue. My fight with Ari and overflowing adrenaline was making me nauseous and my arm stung where dog-boy caught me with his claws. Wincing, I hid my pain and turned to look at the second-youngest, quirking an eyebrow.

"What is it?"

Gazzy looked bashful and he clutched his stomach with both hands. I could read his expression and broke out into a grin before he could say it. "I'm hungry."

* * *

**A/N: Personally, I don't like the first paragraph too much, but I had to add it in so it didn't sound weird starting with 'meet the flock.' And can you guys be so kind in reviewing and telling me if everyone's IC? Thanks. **

**woot. first chappie done. Second one should be up sometime later this week. Oh, and I'm gonna be less than subtle in suggesting that I want reviews: gimme reviews! and you get... cookies? Home-m,ade chocolate chip cookies? **

**Ta.**


	2. Chapter two

**A/N: Told ya I was nearly done. Though, I had expected to make this at least a thousand words longer, but I decided to end the chapter here. Plot development this chappie! **

**Oh, and if anyone's interested, looking for a Beta ... don't exactly know all the specifics on how those things work out but I know the basics, and I'd be eturnally grateful if someone volunteered. 'Need someone to keep me on my toes, and scream at me to fnish things if I lag behind ... y'know? **

**Anyways. Hopefully I'll be able to get the third chapter up over the weekend, haven't had time to start working on it yet (blame my school and all the _glorious _homework they give us..) Oh! one last thing. Can someone kindly point out to me how on earth you edit a chapter? Not the title of the chapter or anything, but the actual chapter itself, it would be a helpful thing to know. And I'm not exactly the sharpest tool in the shed, if you know what I mean. **

**So enough of my ranting. **

**Disclaimer: I don't own Maximum Ride or the characters. JP does. I'm just borrowing them for the purpose of this story, no suing! I don't have much to give you anyways... **

**R & R! **

* * *

After being hounded by Erasers nearly every waking moment in your life, you come to appreciate deeply those times when the world decides to cut you some slack. Sensing this was now one of said rare times, Gazzy's attempt at lightening the mood – even if it_ was_ unintentional, went over pretty well. 

Though tired and aching we all broke out laughing, and Fang even managed to crack a smile. Reaching over with my undamaged arm, I ruffled Gazzy's hair and headed towards our temporary camp site. Fang fell in step behind me and the others followed silently.

Once reaching our destination, I began to rummage around my pack for some protein bars and a warm Coke. Iggy lit a match and began to feed a small fire. Thinking it better to keep the bars as something to eat while traveling, I turned once again to my bag; fishing out a package of graham crackers and a candy bar. Unfortunately, I had no marshmallows, but I could do without.

"Total!" I heard Angel's young voice, laced with soft concern, as she called for the dog she had picked up at the Institute. Hearing his name, a little black head poked out from beneath a bush.

"Over here!" he answered, stumpy tail wagging happily as he ran over to greet her. The mutant terrier jumped into her arms and began to lick her face. _Ick. Well, as long as he's not licking _my _face. _I thought, shifting my attention back to my s'mores.

I caught sight of Nudge, sitting beside Iggy and ranting quietly, while he nodded every so often. Angel was sitting near the Gasman, Total by her side as she and her brother concentrated on smoking their bacon over the fire. I sat still, watching everyone peacefully, my mind actually having the rare chance to rest.

_**I'm glad you're resting Max, but the world needs you. Stay focused on the task; your destiny. **_

I groaned at the invasive feel of the Voice in my head, my false-hope that it had disappeared for good once we left Itex behind us, shattering like a million shards of brittle glass. I was too busy refraining myself from screaming in frustration that I didn't notice the dark form sneak up behind me.

"Boo."

I nearly jumped out of my skin, instantly recognizing the low, quiet monotone and whipping around to glare at Fang disapprovingly. He met my glare with a slight upturn of lips – Fang's version of a smirk, and I couldn't help but smile to myself.

"Don't do that." I whined mockingly, playfully elbowing him in the side with my strong arm. Sitting next to me, he gazed at the others, face calm and stoic as always; before turning to me and lowering his voice to a barely-audible whisper.

"You okay?" he asked; motioning to my left arm, the one that had been caught in Ari's claws.

My gaze followed his and found my arm, tucked at my side limply. I could still move it and it didn't seem like anything was broken, but – it was throbbing, making me wince as the tendons around the open flesh twitched idly.

Fang must've caught the look of pain on my face, however brief it was, and his dark eyes narrowed slightly; a flicker of worry in their otherwise impassive depths. I shook off his concern and managed a small laugh, thankfully without cringing from the gash on my arm. "I'm fine." I muttered, my voice calm as I nibbled absently at my chocolate-graham cracker sandwich.

My mind still on battle that had ended as quickly as it had begun; I remembered the way Fang had saved me from falling, stuck in Ari's iron hold.

"Thanks" I mumbled after swallowing. I knew Fang would understand where I was coming from, and so I didn't feel the need to elaborate.

He shrugged in response and turned his attention to the sky – now a soft robin's-egg blue color, before asking "The Voice back again?"

I nodded mutely, popping the last bit of s'more in my mouth before getting to my feet. Fang got up also and I added: "We should get out of here." He nodded and moved to collect his pack, while I turned back to the flock and raised my voice enough so they could hear me speak.

"Up and away guys, the Erasers already know we're here, best get moving."

After taking a minute or two to dismantle the camp, the flock was up in the sky and heading west. The sun was high and shining, another day had just begun – another day of running and fighting for our lives.

* * *

Ari growled and carelessly shoved aside the pair of Erasers guarding the doorway he was entering. 

"This is it!" he howled, rage twisting his face into an ugly snarl. "The last straw! Next time _no one _gets away alive, I swear it!" he hissed in frustration, abnormally large hands curled into clawed fists smacked against the closest thing within his range. The counter at his mercy quaked violently, sending the vials and beakers tipping and smashing to the floor, in a wave of chemicals and glass, upon the jarring impact.

"Watch it!" a whitecoat called – before thinking twice and shutting up instantly as Ari's searing gaze fell on him. Before a threatening growl could escape his half-morphed muzzle, the whitecoat who had spoken held up his hands in a surrendering gesture.

"Patience is a virtue, Ari"

The Eraser in question – still seething whipped around to see Jeb, who had materialized to stand with the others, his voice and face both calm and emotionless. This facade only angered Ari further.

With an indignant huff, he crossed his arms defiantly across his chest, something akin to pout on his face. He looked like a child who had not had his way. And in a way he had been neglected what he wanted, Max. And he _was _a child, underneath the fur and claws, he was only seven. He would be eight next April.

What Jeb did next surprised Ari. He laughed. A soft chuckle under his breath, but he could hear him just fine.

"Besides," Ari watched his father step forward. "We're following _your _plan, son. You said you didn't want to kill Max." He waited, as if considering, and Ari could practically hear his father's voice saying: I wouldn't let you anyway. This thought caused his scowl to deepen, but he stayed quiet, eyes trained on his father's now-pacing form.

"Your plan was to steal Max, and keep her somewhere. Not kill her. You can kill the rest of the flock if you have to but remember, we want Max alive." Jeb halted in his pacing to glance at his son for a moment before continuing.

"So following that plan, we need a way to weaken the flock, enough so that they won't be able to follow once we take Max. As they surely wouldn't give her up without a fight." He seemed finished but added "You know that if you kill the flock, or even just one of them, Max will never forgive you." As an afterthought.

At this, his jaw dropped. Ari's head snapped up to meet his father's eyes, his face a mask of disbelief. He couldn't believe Jeb would say that. Wanting to protect Max was one thing, but now he was protecting _the flock_ as well? His fists curled tightly at his sides, claws now digging into his palms so he could feel the blood starting to well up underneath them. He didn't mind the pain. Actually he couldn't even feel the pain, his fury washing over him like a tidal wave. Right now, he didn't _care _if Max would hate him for killing her flock; in fact, he would do it just to make her suffer. He would hurt them first, and then separate her from them, bringing her someplace they would never find and she would grow to forgive him over time.

It was a perfect plan; even his father had agreed to help him. But how would he deal with the flock? Weaken them enough, without killing them (much to Ari's dismay) to ensure they wouldn't – couldn't follow? His eyes barely reached Jeb's face, and in the absence of noise, you could nearly hear the proverbial gears churning in his brain; before it clicked.

_Poison. _

"Poison" Ari breathed out, grinning like he had just won the lottery. The others in the room turned to look at him awed, as if stunned that he was able to come up with such a thing. He ignored them, the look on Jeb's face told him that his father was pleased, intrigued, and something more that he couldn't quite identify. And that was enough for him.

"Poison" Jeb echoed; the astonished edge to his voice caused Ari's heart to swell. A spark of knowing flashed through the whitecoat's eyes before gradually fading away.

Although Jeb hadn't said much, the seven-year-old grinned despite himself. He turned to the others, observing quietly as his father went on to explain the finer details of creating a poison designed specifically to affect a certain substance found within the cell structure of avian DNA.

Ari had to resist the temptation to rub his hands together in satisfaction, and instead settled on a chilling smirk.

_Now_, he was getting somewhere.

* * *

**A/n: Ooooo and the plot thickens! - ooo the suspense! ...not really - **

**Hope everyone was IC ...**

**Reviews are love. And love tastes like pie ... and pie ... is not homework. And homework ...really sucks. And **–** I'll shut up now. **

**Thanks to my lovely reviewers: **

**_Acavoo - _well, you asked for an update, you got one. And thanks, it'll get better as the story goes on.**

**_SamanthaFantasyFan - _yes, but imaginary cookies are the secret cure for writers block. :o - shifty eyes - And thanks. **

**_DivideByNegativeZero - _Nasty little bugger of a button. (not insulting you there, just the anonymous review button) Thanks for the tip, I _thought _it was enabled but guess not. And thanks for the comment:) **

**- imaginary cookies for everyone! - **


	3. Chapter three

**A/n: Hey everyone! Sorry about updating late. I know I said I'd have this chappie out by Wednesday but I had tons of stuff to do and my internet wasn't working last night. But, it's long, so I hope that makes up for it! **

**I know nothing interesting really happens in this chapter, that's because it's mostly just a filler to space things out with. Next chapter will be crucial though, perhaps I can start writing it sometime over this weekend. **

**A great big thanks to all my awesome reviewers! (individual comments at then end) you guys help motive me to write more, this ones for you!**

**_Disclaimer:_ As soon as you see these words you should know what comes next. I own nothing but notebooks, a hardcover copy of SOF and a softcover copy of TAE. Don't sue me. **

**R & R! **

**Enjoy. **

* * *

"Are we there yet?"

I rolled my eyes at the chorus of voices behind me and tried to hide my irritation. The Gasman, Nudge and Angel had constantly been parroting this question on end for _hours_ – or so it seemed like it.

"No" I muttered; my voice level and patient, I turned to catch Fang's eye, and by the look on his face, he was trying not to laugh at my failed attempt hiding my annoyance. I hate how well he can read me; he can read my thoughts and emotions as well as if they were written on the page of a book, displayed for him to see.

I coasted for a moment, cherishing the soft wind running through my feathers.

Flying. There is no other feeling like it. I guess being a genetic mutant freak with wings has it's upsides as well.

Opening my eyes, I released a slow breath and checked our heading: west. Over my shoulder I could see Nudge flying alongside Angel, both broke out laughing each time their wings brushed on the down stroke. I smiled inwardly. Gazzy and Iggy were flying in sync and snickering to each other while mumbling quietly.

_Probably plotting their next 'bombs away.' _I thought, suppressing a groan and holding in a chuckle as this crossed my mind.

Turning my gaze from them, I found myself subconsciously edging closer to my second-in-command.

"Hey."

Fang looked up from watching the ground fly by below him and nodded to show that he had heard me.

"I was thinking…" I trailed off and my eyes shifted to the endless stretch of sky before me, focusing on some distant point. I've been thinking a lot lately, haven't I?

"We should go to Massachusetts." I stated plainly.

"What, why?" he asked, slightly confused at this sudden change in direction.

I shrugged, running the possible answers through my head. I didn't want to bother Fang with reasons so I responded simply:

"It just…feels right, you know?"

At this, he regarded me skeptically, raising one dark eyebrow in a questioning manner.

"The Voice?" he asked softly, subconsciously lowering his voice to a whisper.

I shook my head and he closed his eyes for a moment. I hadn't expected a response and was equally surprised when I got one.

"Yeah…" he said under his breath, opening his eyes and moving his attention forward once more.

Pivoting in the air gracefully, I turned to face the flock and four pairs of eyes turned to me, quizzical expressions flitting across their faces. Even Iggy looked up at me, unseeing light blue eyes unfocused.

"Guys! We're heading north!" I called, before circling and coming up beside everyone else. I saw the younger kids faces light up with curiosity and I wisely surged away before Nudge could begin asking questions.

"Where do you think we're going?" I heard Nudge's voice call out to the others and smiled. Curious as always.

_**Curiosity killed the cat, Maximum. **_

_Whaaat? Leave me alone, Voice, I didn't ask you. _I thought with a scowl, mentally swatting away the presence in my brain like a bothersome fly.

_**I'm just forewarning you, Max. **_

"It's a surprise!" I called out in reply to Nudge's query; ignoring the Voice's reply. Catching a warm updraft and gliding for a moment or two before flapping my wings to regain the altitude I had lost.

"A surprise?" she asked happily before turning to Gazzy to continue her rant. "Where do you think we're going? North, isn't it cold up north? Are we going to Canada, Max? Is it cold in Canada? Hey, I heard that they call states providences there and do they talk French in Canada? Wouldn't that make them French? I thought they were Canadians, doesn't that mean they should speak Canadia – mphhh!"

I released a sigh of relief and shot Iggy a grateful smile, though it was a wasted effort. "Nudge, calm down and no, we're not going that far north." I laughed softly at her bashful smile and was thankful when she stayed quiet.

After a few moments, the kids once again began to speculate on where we would be heading.

"Massachusetts?" Angel piped up, her voice betraying nothing but innocence.

A glance back at said flock member revealed the six year, gliding effortlessly along with the rest of us, on eight foot wings with pure white feathers. She held Total in her arms and he was sleeping soundly. She really _does _look like an Angel, blonde curls and big blue eyes just complimenting her snow-white feathers. But the mischievous spark in her eyes belied her faux innocence. She had read my mind.

A proud smile played across her lips and she looked up at me, beaming.

"Yes sweetie." I smiled back at her briefly before turning my attention to the skies ahead of me.

"Yes!" Gazzy and Nudge cheered, slapping high fives before speeding off with Angel in tow, playing a friendly game of 'follow the leader' which lasted all of three minutes, before everyone was back in formation and flying steadily onwards.

We flew for hours, until noon, when we finally decided to stop and take a break. We had been flying since dawn, for around six hours, give or take and not to mention, we'd been attacked by Erasers before leaving camp earlier. I could see the younger set lagging behind slightly and Nudge had flown up alongside me to ask when we were stopping for lunch.

Nodding to Fang, I banked and circled around my flock, eyeing the ground all the while.

"There!" the Gasman exclaimed, pointing to somewhere below us, after minutes of searching.

Through the thinning cloud cover, I could make out the solid contours of buildings down below. My raptor vision kicking in, the town finally came into focus. It was a small town, quaint; with some stores and various apartment complexes. Checking a map I had recently acquired, I reasoned we were somewhere in the Pennsylvania area.

You can go a long way in six hours when you've got wings.

After eating and resting our wings for a good hour or two, we were back in the air once more, heading towards our destination. If we kept up an even pace and didn't run into any obstacles along the way, we would arrive in Massachusetts before nightfall.

We traveled contently, and with no distractions we made our way to the Massachusetts border around five. Am I good, or am I good?

Flying really takes a lot out of you and for six mutant bird kids with a monstrous appetite after twelve hours in flight going on only one meal, you can expect that we were hungry, starving even. Even I was hungry, though I would never say it aloud, I would wait for one of the others to ask for a break.

We landed in Boston to stock up our supplies, the Gasman and his sister accompanied me and we gathered dozens of granola bars and other foods that would make due for eating on the run. Once we were satisfied with our supply we paid and left quickly, regrouping with the others a mile from there, where they were safely hidden in the trees, waiting for our return.

From there we flew to Salem, where we landed without hesitation and began to scout around for a cheap motel, in which we could stay overnight and leave just as quickly if need be. It would be a nice change of scenery from all the nights we'd spent on the ground over the past few weeks.

Exhausted and famished, I booked our hotel room and returned to the others moments later with the key.

Our room wasn't half-bad for the ninety-nine dollars – a night deal they offered. The room had two double beds and a cot in the corner, a small kitchenette and bathroom. Compared to the recent places we've been sleeping, this was luxury. The bedding arrangement wasn't a problem as there were five places for us to sleep, and one of us would be on watch either way.

Nudge and Angel took one of the double beds while Gazzy and Iggy claimed the other. That left Fang with the cot; I would be taking first watch. Before sending everyone off to bed, we stacked our fists and tapped hands twice, a ritual we hardly ever went without performing.

The night was uneventful; and when Fang came to relieve me from watch and take over his shift I was happy to retire and get some sleep.

The fact that I actually managed to get a decent night's sleep surprised me, seeing as the last time I had fallen asleep in a motel, I woke up bound and gagged.

Rising early the next day, and feeling surprisingly refreshed, I decided to get up and wake the others.

A few babbled, incoherent responses later, the flock was gathered around our miniature table, discussing the plans of the day over breakfast.

"So, what are doing today?" Angel asked sweetly, scraping the last of her scrambled eggs off of her plate. Total was leaping and yipping excitedly by her feet. I rolled my eyes at him and turned to answer Angel.

"Well…" I trailed off, at a loss. I hadn't exactly planned ahead this far yet. I was still trying to work out why I had decided to come here. Was it the Voice? Could it now manipulate my thoughts? I shuddered inwardly at this mental suggestion and shifted my attention back to the others.

"Why don't we scout around town, see what there is to do and go from there?" I asked leaving room for suggestions, though surveying the town would probably be the best start.

Seeing as no one argued, it was decided. Packing up our things we unfurled our wings and took flight, circling the town a time or two and calling out whenever one of us found something interesting.

* * *

"Hey, look at that church down there! The one with the ravens and the gargoyles on top, isn't that cool?" Nudge inquired.

I stifled a laugh and my gaze followed her pointed finger. My eyes took in the building in question. It was large, antique-looking and painted a rich shade of ebony. It looked like an abandoned or disowned church. Gargoyles and ravens carved from iron sat along the rooftop of the church, looking as though they were on guard. Nudge was right, it _was_ cool.

But as I was observing the enigmatic animals on the rooftop; my attention was drawn to the entrance. The doors were large, rounded and crafted from some wooded material – also painted black, though my eyes were focused on the heavy metal chains crossing them, strewn shut with a lock to boot. Oddly enough, the windows were also coated with a film of black paint, along with layers of dust and cobwebs.

_Weird…_

The place seemed to radiate a chilling, eerie aura and I concluded that we have enough problems on our hands, looking at it sent chills down my spine. _Could it be another …School? _I mused silently, before mentally deciding to leave the matter as is and continue with our touring of Salem.

I turned to navigate away from the building but it wasn't long before something went wrong, _again_.

I cringed at the pain in my head; it started out small but grew _fast. _I felt as if my head was the squishy cushion on that carnival game, the one where kids take a giant hammer and smack it down as hard as they can and try to ring the bell. The pain intensified as my eyes caught a swift glance at the eccentric church. I cried out, whimpering in pain and wishing for it to go away, as my wings folded and I began to fall.

Fang must've heard me scream because moments later he was carrying me in his arms and looking around frantically for a place to land. I curled tighter in his arms, whimpering pathetically, clutching my head so tight in my hands I feared it would shatter. Tears rolled down my cheeks unhindered, as the pressure on my skull amplified.

"Get away from…the church" I managed, my voice raw and hoarse with pain. Fang nodded silently, flying off; his dark eyes full of concern.

The rest of flock must have seen me fall – or _heard_ in Iggy's case – and followed behind Fang without question. They knew what was happening to me and I mentally berated myself for making them worry.

The mind-blowing pain began to fade gradually as we left the odd black building behind us. Slowly, I opened my eyes and blurry, unfocused figures were looming above me. Moments later the figures stilled and I noticed five faces looking down at me, worry etched on their features. I narrowed my eyes and unintentionally let out a groan.

"Does it hurt?" I heard Fang ask me, though his voice seemed distant, kind of echo-y.

I moved to shake my head no, but I gasped and bit back another hiss of pain through clenched teeth.

"Ughh…" I moaned incomprehensibly, bringing a clammy hand to my forehead calmly.

"Are you okay Max?" Nudge asked; her big brown eyes full of concern and a hint of fear. "What happened?"

"Brain attack" I mumbled weakly, and managed with some effort to bring myself into a sitting position.

"What do you think caused it?" Iggy asked softly.

"That church?" Fang inquired, eyebrows knitted in confusion.

I moved to nod but then thought better of it. "I think so…it's weird" I know we're nothing short of abnormal but a building causes brain explosions? That's a little on the strange side – even for us, and that's saying something, after all we have _wings. _"I mean, why would a building cause something like that? They usually come from the Voice…" I trailed off unsure of where to go with this and instead remained silent, thinking.

_Hey, Voice, you know anything about this? The black church in Salem? Does it have anything to do with the School? _

Of course the Voice never responds to direct questions, but I figured I'd wing it anyway. Get it? _Wing_ it? We have wings and – well, never mind.

Silence.

_Of course, like always. _I thought dryly, pushing myself to my feet. I planted one foot firmly on the rooftop but wobbled slightly once taking a step forward. Wind-milling my arms, I was able to catch myself before tumbling to the ground. I could feel the flock's stares at my back and I waved off their concern with a smile.

"I'm fine now" I caught Fang's dark eyes searching mine and added "honestly."

And I really was, the pain had now disappeared completely, fortunate for me, and I was able to stand without feeling light-headed or crashing to my feet like a ton of bricks, so I take that as a good sign. Unfurling my wings slowly, I caught an updraft that lifted my body from the building and carried me easily into the air. The flock had dropped off after me, and soon we were heading back into the main of town.

The wind ran airy fingers through my hair as we climbed into the sky, which was now beginning to darken. Apparently we were gone for longer then I thought; maybe I had fallen unconscious? I decided to let it go, it didn't matter, but one thing's for sure: I won't be heading within a mile of that church anytime soon.

I began thinking of where we could go from here. We could spend a bit more time here though, as the younger ones seem to enjoy it, but we couldn't linger for too long – _any_where, as I have to keep reminding myself that we are constantly running for our lives.

_**And **I **have to constantly remind you that you have a world to save.**_ The Voice chimed in.

I rolled my eyes and let out an exasperated sigh. _Can't you get someone else to do it? You know, like someone who actually **cares**? I have enough to worry about with just the flock, much less worry about the whole freaking world. _

**_Max,_** It spoke in a mock-soothing manner. **_You'll come around; it's your destiny you can't change what fate has in store for you. _**

_What **fate **has in store for me? Or what **you **have in store for me? _I thought sourly, anger backing the question.

And of course it didn't respond; I said before that it never once responded to a direct question, it didn't seem like it was about to start now.

Sighing in frustration, my fists clenched at my sides before I cooled off. _Why does everything have to be so hard? Can't we ever catch a break? _

**_As you have been told before, your life is a game and you play a key role; the only way to win is to play by the rules, do as you were created to do. Save the world, Max. Then you can focus on other things. _**

_Well, Voice. _I quipped mentally, patience wearing thin. _How do you propose I do that? Itex was a bust, and we blew them up, remember? We've hit a dead end and there's no where to turn, can I get a lead and maybe a map or directions or something?_

The Voice never used emotions but I swear I think I heard it sigh.

_**You need to know when to relax, loosen up a bit. But keep your eyes on the prize, the light at the end of tunnel. For now, have some fun, enjoy yourself. **_

I blinked. First, it tells me to go and save the world. Then it tells me to kick back and relax? _Hypocrite_, I snorted.

Snapping out of my thoughts, I turned my attention forward, and I could see Fang casting me a sideways glance, eyes curious. A moment later he was beside me, dark wings moving almost silently through the air.

I could feel his eyes watching me and my shoulders tensed slightly.

"What's wrong?" he asked in a monotone.

"Nothing, just the voice bugging me again." I didn't want to bother Fang with my troubles, but his gaze seemed to be probing me for answers. I sighed and continued: "First it tells me to forget everything else and go save the world, but then it turns around and orders me to relax; I just…don't get it."

His eyes narrowed slightly and he responded casually. "Maybe its right … you seem a bit tense; why not take this chance and take a break?"

Just as I opened my mouth to ask: but how? Something hit me in the face, carried by a gust of wind. I was on the offensive in seconds and tore the object away before it could suffocate me. My heart racing I hesitantly looked down in my hands to find… a flyer?

Yes. It was a flyer, advertising some wack-fest fair in town tomorrow. I grunted in annoyance and was about to chuck the thing into the wind when the bolded print caught my eye:

"**Salem's annual Cornerstone Fair – food, _fun_, games and more!" **

There was an address and phone numbers to call, as well as other tidbits of information below the bolded junk. _Lafayette Street_; I'll have to remember that.

I groaned, holding up the flyer for Fang to see, the ghost of a smile flickered across his lips.

"Well" I started.

"That simplifies things" he finished.

"Yeah" I muttered sarcastically "the only break we get is at some whacked-up holiday fair." I scowled momentarily before Nudge piped up.

"Fair? We're going to a fair? Yay! Hey everyone we're going to a fair!" I smacked my palm to my forehead and sighed in defeat.

"Yeah" I murmured to myself "yippee."

Fang caught my eye and gave a small grin. "At least they have something to look forward to, and – you never know, it could turn out to be fun." He suggested with a shrug.

"Or, it could turn out to be the major disaster we've all been trying to avoid." I stated grimly.

* * *

After our little tour-gone-wrong around the town, we headed back to our motel for some well-deserved shut eye. We needed to rest up, the festival was tomorrow, and there was no way I could weasel out of going now.

The flock all stacked and tapped and everyone was out within moments. Iggy decided to take first watch, so that left me bedding with the Gasman, who had fallen asleep nearly as soon as he hit the bed. I would probably be up for awhile, just thinking things over.

_Why haven't any Erasers come after us? Maybe they haven't found us yet? _I know I should be thankful that nothing had attacked us yet, but the times we actually got a chance to rest were so rare that whenever they came around I was always on edge. This was unnerving, and I couldn't help but think of what disaster would be awaiting us tomorrow at the fair.

It seemed all too easy; the Voice ragging on me then telling me to chill and moments later we come across a poster that just so happened to be flying through the air. I remembered the Voice – and Jeb, telling me that everything was just a test, that life was just one big game; was this just part of the test? I groaned in frustration, feeling a headache – the normal kind, coming on.

I brought one hand up to briefly massage my temples, before dropping it back beside me. Sighing, I closed my eyes and gradually slipped into a rueful slumber.

* * *

**A/n: so, nothing big. The festival thing will be in the next chappie too. Oh, and sorry about my lack-of-creativeness for a festival title... I just went online and looked up someplace in Salem where they had a bunch of stff going on and used that. It was orignally gonna be "holiday fair" but that would be way too boring so, erm yay? And the next chapter will be important to the plot, so stay tuned! Oh and I've seen that church-like building while I was in Salem so I based it off of what I remember. (I have no idea if it was actually a church and I'm starting to doubt it was in Salem. But I know it was somewhere along the way to Maine so it could've been. Eh. details, who needs 'em?)**

**See that little purple button down in the corner? No **–** _left _corner, yeah that's it. Hit it. Please? I'll give you..cupcakes! Everybody _loves_ cupcakes! So review! - grins - **

**To my reviewers: **

**_Acavoo_ - Yes. Don't we all? **

**_Coolbeanie _- Thanks! **

**_Superrgirl _- Thank you! **

**_Skybreeze _- Yay, I'm glad there IC, that's the main thing I worry about. That's basically what goes through my head the entire time I'm writing: if she said this, would that sound IC? what about that? etc. And thanks! I'm suprised I actually thought of a whole plot this time. And it gets way more intersting, hopefully everyone else will think so as well. And yes Max's schools were worse but my school's pretty bad itself; too much work ... or maybe I'm just gettin' lazy xD**

**_Bluesea14_ - ** **Yeah I love Fax, it's so awesome, and basically canon. Thanks! **

**_SamanthaFantasyFan_ - Aww... I hate writer's block. - sends you a trible batch for good measure - Beta, you're interested? Really? Awesome! Oh, and no need to worry about nagging me to update, my conscience and my best friend have that part down for me. ;) I'll send you a PM about the beta thing, thanks! And ... I shouldv'e been more specific about the "how on earth to edit a chapter thing" I actually meant how to edit a chapter after it's already uploaded into the story **–** is that even possible or do you have to delete it and re do it? I use the preview/edit thing to add my author's notes and make any last minute changes before putting it up. Not your fault though, you didn't know, I should've been more specific. **

**_Odet Mae _- Woah... comparing me to JP? I'm flattered, but I'm not quite that good ;) Thanks though! **


	4. Chapter four, part one

**A/N: Okay, I'm not boring you with a long Author's note today. I'm terribly sorry for not updating for a month or so but my muse just didn't want to cooperate. Seeing as it doesn't want to get any further right now, I decided I should at least put up what I have, I owe you that much. So this is Chapter four, part one. Again, sorry for the wait. **

**_Disclaimer_: I don't own it. Cry me a river, build me a bridge and get over it. **

**A great big thanks to all of those who reviewed and to all those still reading! **

**Enjoy and _please _review. God knows I need the motivation...**

* * *

"– watch"

I blinked, mumbling sleepily and asked "wha–?"

"Your watch."

Oh. Riiight.

Yawning widely, I sat up quickly on full alert. Turning to Fang with a grateful nod – for _actually _waking me up, I murmured: "Thanks now get some sleep."

To my surprise, he actually took my spot; throwing his left arm over his closed eyes without so much as a complaint. Releasing a sigh I seated myself in an upholstered armchair by the window and waited out the scarce hours until morning without complications.

My eyes honed in on the glaring red numbers of the digital alarm clock on the small table beside me. The clock read: five one five. Five fifteen, the flock would be up soon.

It was early but the sun was already rising, sending waves of molten gold through the windows.

I heard movement behind me and stiffened instantly ready to jump to my feet and fight. But I relaxed once I realized it was only Iggy.

"Morning, Ig" I told him.

"Hungry?" he inquired.

"Starving" I answered truthfully, getting up to wake the flock.

Shaking Nudge and Angel awake, I moved away to rouse the Gasman. Fang blinked up at me from beside him when I came over, and silently rose to his feet and started picking his way over to the table.

"I'm hungry" Nudge whined, rubbing the sleep from her eyes.

"Then help Fang and Iggy with breakfast" I suggested, turning away from a disgruntled looking Gasman.

Angel smiled sweetly and offered to set the table.

Minutes later the six of us – plus Total were enjoying a hearty breakfast of bacon and eggs.

"That festival's today right?" my little trooper asked, twirling a forkful of eggs absently.

"Yeah Gaz, it is" I confirmed, clamping down on my rising anticipations. I just had a bad feeling about this fair, everything's been so calm for us lately and well – I'm not complaining but when things get easy I tend to get a little edgy. We all do. But – my little guys were looking forward to it, and who am I to rain on their parade?

"Yes! Ohmygosh! The Festival's today!" Nudge squealed happily. "I bet there's gonna be food, and games and rides and –" she gasped and exclaimed, "do you think they will be prizes Max? Can one of you guys try and win me one? Oh please Max?"

I wisely averted my eyes, knowing full well that she was giving everyone the infamous Bambi Eyes.

"Sure Nudge" Iggy answered finally.

"Oh thank you Iggy!" she breathed, practically jumping up and down in her seat.

I let out a sigh of relief and shot Ig a grateful glance, though it was sadly wasted.

"Okay guys, we have a little while until the fair opens" I announced, resuming the leader role, once we had all finished eating breakfast. "Let's get cleaned up and hit the town for a bit while we wait."

I got a mix of replies with varying degrees of enthusiasm. And I herded the flock towards the bathroom.

Gazzy went first, and then Nudge, and Angel went after her. Once the younger set was clean, Iggy took his turn. When Fang emerged from the bathroom I headed in.

After everyone was dirt-free and sparkling we checked out for the day; heading into town. We had a few hours to kill until the fair started.

* * *

"So… the poison will restrict the flight muscles and deteriorate the nuclei found in their red blood cells?" Reilly asked, making notes on a clipboard he held firmly in his right hand.

"Yes." Jeb confirmed. "The weakened, depleted red-blood cell count will slow the victim down and that, –" he stopped momentarily turning to face Ari, who was watching them closely, soaking up the information. "will give you the distraction you need Ari. Once the flock is down and weak you can take Max."

The beast's eyes lit and a twisted smile marred his awkward features.

"But even if the poison slows them down; they recover quickly and you know perfectly well that they wouldn't give up on one of their own; especially not on Max." Reilly continued.

"Yes Reilly," Jeb breathed out, patience thinning "but the poison doesn't only slow them down; the absence of red blood cells will cause their bodies to weaken as well. They will find it increasingly difficult to continue in that condition; though that may not stop them from trying. Their blatant self-willed perseverance will just slow them further."

"I would suggest targeting the oldest of the remaining five, as they would be the ones to take over while Max is gone." The other whitecoat interjected.

"Fang and Iggy…" Jeb muttered.

Ari nodded, clearly happy with his orders. Take out the oldest? With pleasure…

"Now that the plans are clear," Jeb went on "I have a team of Erasers waiting for you. Max and the flock are in Massachusetts, heading to the Cornerstone fair. Keep an eye on the flock and keep out of sight until you're needed." His voice was hard with the order and Ari huffed irritably. Though he knew his father was right.

Inside he was nearly jumping with excitement. He would finally get what he wanted! He would finally get Max! Suppressing a gleeful grin the Eraser followed Jeb into the next room; where a team of Erasers were ready and waiting for him.

Judging by what Ari could see, the other Erasers, ten in number, were all clutching what appeared to be tranquilizer guns. Though just having had a briefing of the plan, Ari knew better. These guns held small vials of the poison the whitecoats had designed; each vial was designed like a syringe, though they looked like sedative darts.

The Eraser at the head of the pack handed the seven year old a gun. Ari grinned and cocked the loading piece backwards to drop the darts into his palm. Jiggling his hand to test their weight, the Eraser went on to observe the bullet.

It was long and narrow, barely the length of a toothpick and about an inch in volume. The clear tube held a visibly watery liquid with a reddish tint. The liquid inside the tube seemed to be both scalding hot and freezing cold, if that were plausible. Ari grinned at the bolt in his hand; he knew very well that this was _the_ poison. He also knew from the briefing Jeb had given him that while it was potentially lethal to anything with avian genes, it was nil to harmless to him or any other Eraser. This bit of info appeared to give the lupine hybrid an extra confidence boost.

There would be no failing, not on his part. And he would make sure of that.

Reloading the darts carefully into his tranquilizer gun, he placed it in the holster on his hip and strapped another gun, a fully loaded miniature rifle, to his back. Grimacing at the taut pull of his retro-fitted wings on his back, Ari rolled his shoulders to loosen the muscles and popped a handful of pills to relieve the pain. Hooking a mini transmitter ear piece to his ear and snatching the receiver piece out of another's hands he stuffed it, unceremoniously into his pocket. Deciding he was ready, the sadistic seven year old turned to his companions, already growling out orders for take off.

Heading down the corridors with a quick, even-paced stride, Ari headed out through the doors without a second's hesitation. Spreading wing, he winced slightly; seeing as his wings were grafted onto him after being turned into an Eraser – and thatwasn't exactly done to seamless perfection either. Getting a slight running head start, he took wing and was almost out of earshot when someone called out from down below.

"Don't forget! Wait for my signal, and don't attack before then!" Jeb.

The whitecoat's son just rolled his eyes and grunted in response, although he knew Jeb could neither hear nor see him, and he was out of there within minutes, his team following closely behind in a loose formation.

They would arrive at the fair soon, and then, his plan would finally take wing.

* * *

**A/n: There some of Jeb's input on the poison. Sorry about the short Chappie, my muse ****short-circuited ** on me. Anyways, I'm not sure when the next half of the Chapter will be up. 

**Please Review, I need all the muse I can get. **


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